SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT

Request for Proposals RFP S19257

SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT

February 20, 2020 Lida Delos Santos, Contracts Administrator

TABLE OF CONTENTS

INTRODUCTION: -------------------------------------------------------------------------------------- 3

I. INSTRUCTIONS TO PROPOSERS --------------------------------------------------------- 5

II. PROPOSER’S MINIMUM QUALIFICATIONS ------------------------------------------ 8

III. EVALUATION AND SELECTION --------------------------------------------------------- 8

IV. PROPOSAL FORMAT AND CONTENT -------------------------------------------------- 10

V. BUSINESS DIVERSITY PROGRAM POLICY: ----------------------------------------- 12

VI. INSURANCE REQUIREMENTS: ---------------------------------------------------------- 13

VII. PROTESTS -------------------------------------------------------------------------------------- 13

VIII. SCOPE OF SERVICES: ----------------------------------------------------------------------- 14

IX. ADMINISTRATIVE SUBMITTALS ------------------------------------------------------- 21

X. EXHIBITS --------------------------------------------------------------------------------------- 31

RFP S19257 SAP Enterprise Asset Management Enhancement

of 51

INTRODUCTION: The Santa Clara Valley Transportation Authority, also known as VTA, is the

result of a 1995 merger between two previously separate entities: the Santa Clara County Transit

District and the Congestion Management Agency for Santa Clara County. VTA is an independent

special district responsible for bus and light rail operations, congestion management, specific

highway improvement projects and countywide transportation planning. As such, VTA is both an

accessible transit provider and multi-modal transportation planning organization involved with

transit, highways, roadways, bikeways, and pedestrian facilities. Working under the direction of a

12-member Board of Directors (“Board”), VTA’s annual operating budget is approximately $400

million, and its currently approved capital program is approximately $1 billion. VTA’s bus fleet

of 505 buses serves a 346 square mile urbanized service area and operates approximately 18

million miles annually. The 42.2-mile light rail system is served by 99 rail cars and 5 historic

trolley cars and operates approximately 2.2 million miles annually. VTA employs approximately

2,050 people, of whom approximately 650 are administrative, clerical and professional positions

and 1,400 are operators and maintenance positions. There are four operating/maintenance facilities

located within Santa Clara County. The administrative headquarters is located separately from

these four facilities.

For more information about VTA, log on to www.VTA.org.

ABOUT RFP S19257: VTA seeks proposals (each, a “Proposal”) from qualified firms to provide

the required system enhancement to VTA’s current SAP Enterprise Asset Management functions.

VTA’s goal is to leverage the existing foundational technology to preserve and have a well-

maintained, reliable transit infrastructure, track, signal systems, bridges, tunnels, vehicles, and

stations which will help ensure safe, dependable, and accessible services and associated Federal

Transportation Administration (“FTA”) Enterprise Asset Management (“EAM”) practices.

NOTICE TO PROPOSERS OF LIMITATION OF FUTURE CONTRACTING: The

Proposer(s) selected under this RFP will be precluded from submitting proposals or bids as a prime

contractor or subcontractor for any future procurement with VTA if the specifications,

requirements, scope of services, and/or RFPs for such work were developed or influenced by the

work performed under the contract resulting from this RFP. Further, if a contractor or

subcontractor obtains or has access to nonpublic information related to a future RFP through work

performed under this RFP, that contractor or subcontractor may be barred from submitting

proposals as a prime contractor or subcontractor on that future RFP.

NOTICE TO PROPOSERS OF REQUIREMENT TO AVOID CONFLICTS OF

INTERESTS: Contractors and subcontractors performing work resulting from this RFP are

required to avoid conflicts of interest resulting from services provided to VTA through other

engagements. In particular, contractors and subcontractors providing services under any

engagements that developed or influenced the requirements, scope of services, or criteria for this

RFP are ineligible to participate in the work resulting from this RFP. Contractors and

subcontractors providing services under such engagements that involve the supervision, oversight,

review, critique, or acceptance of work products under this RFP are also ineligible to participate

in the work resulting from this RFP.


of 51

Similarly, contractors and subcontractors who have or who have had access to nonpublic

information related to this RFP may have a conflict of interest and should refrain from participating

in the work resulting from this RFP.

Contractors and subcontractors proposing to provide services under this RFP remain responsible

for avoiding conflicts of interest and must review their existing VTA engagements with their

prospective teaming partners before submitting proposal under this RFP to assure that conflicts of

interest are avoided. Contractors and subcontractors performing work resulting from this RFP

must continue to monitor for and avoid conflicts of interest at all times.

In addition to contractors’ and subcontractors’ obligations to avoid conflicts of interest, VTA also

monitors for potential conflicts. VTA reviews all potential conflicts, whether actual or apparent,

on a case-by-case basis. VTA reserves the right to determine whether an actual conflict exists in

its sole discretion and to determine whether a potential conflict of interest exists in its reasonable

discretion. Nothing in this RFP is intended to operate as a waiver of either actual or apparent

conflicts.


of 51

I. INSTRUCTIONS TO PROPOSERS

A. PROCUREMENT SCHEDULE: VTA’s procurement schedule dates are listed in Table

1 below. All dates set forth in this RFP are subject to change at VTA’s sole discretion and

will be provided to firms submitting a Proposal under this RFP (“Proposers”) as an

addendum. All references in this RFP to “time” are Pacific Time.

Table 1 ACTIVITY DATE/TIME

Issue RFP February 20, 2020

Pre-Proposal Conference March 18, 2020 at 10:00 a.m.

Deadline to Submit Questions March 20, 2020 at 4:00 p.m.

Deadline to Submit Proposal April 24, 2020 at 4:00 p.m.

Interviews May 8, 2020

B. DESIGNATED POINT OF CONTACT: All communications with VTA regarding this

RFP shall be in writing (US mail/ email) to the Designated Point of Contact identified

below. All emails must indicate in the subject line “RFP S19257 for SAP Enterprise Asset

Management Enhancement.” No telephone calls will be accepted. Except as otherwise

provided herein, no contact will be entertained by the Procurement, Contracts, and

Materials Management staff outside of the formal Q&A period, and/or by anyone other

than the Designated Point of Contact regarding this RFP.

Any unauthorized contact related to this RFP is not permitted. Any breach of this provision

may result in the Proposer’s submittal being deemed non-responsive and may be cause for

rejection.

The Designated Point of Contact for this procurement shall be as follows:

Lida Delos Santos, Contracts Administrator I

Santa Clara Valley Transportation Authority

3331 North First Street, Building A

San Jose, California 95134

Email: [email protected]

C. PRE-PROPOSAL CONFERENCE: All prospective Proposers are strongly encouraged

to attend the pre-proposal conference scheduled at the date and time stated on Table 1. The

pre-proposal conference will be held at:


3331 North First Street, Building A, Room 109


mailto:[email protected]


of 51

D. EXAMINATION OF PROPOSAL DOCUMENTS: By submitting a Proposal, the

Proposer represents that it has thoroughly examined and become familiar with the work

required under this RFP, and that it is capable of performing quality work to achieve VTA’s

objectives.

E. ADDENDA/CLARIFICATIONS: VTA reserves the right to make changes to these

Request for Proposal documents as it may deem appropriate up until the date for

submission of the Proposals (set forth in Table 1). Any and all changes to this RFP will be

made by written addendum, which will be issued by VTA to all prospective Proposers who

have registered and downloaded the Proposal documents at the VTA website. All

addendum and other related materials will be posted to the VTA.org procurement site.

Prospective Proposers will be notified by email when information has been posted to the

VTA procurement site for this RFP. NOTHING RELIEVES PROPOSER FROM BEING

BOUND BY ADDITIONAL TERMS AND CONDITIONS IN ADDENDA.

Questions or comments regarding this RFP must be submitted in writing and must be

received by VTA no later than the date and time stated in Table 1. Email questions must

be submitted to the Designated Point of Contact listed above and shall include “RFP

S19257 QUESTIONS” in the subject line.

Responses from VTA will be published on the VTA online procurement website.

F. SUBMISSION OF PROPOSALS: All Proposals shall be submitted to the Designated

Point of Contact no later than the date and time stated in Table 1.

The Proposer shall submit eight (8) printed copies and one (1) copy of the Proposal in an

electronic format in the form of a flash drive.

The package must bear the Proposer’s name and address, and be clearly labeled as follows:

“RFP S19257 SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT”

All responses, inquiries, and correspondence related to this RFP and all reports, charts,

displays, schedules, exhibits, and other documentation produced by the Proposer submitted

as part of the Proposal will become the property of VTA when received by VTA and may

be considered public information under applicable law. Any proprietary information in the

Proposal should be identified as such. VTA does not typically disclose proprietary

information to the public, unless required by law; however, VTA cannot guarantee that

such information will be held confidential.

G. WITHDRAWAL OF PROPOSALS: A Proposer may withdraw its Proposal at any time

before the expiration of the time for submission of Proposals as provided in this RFP by

delivering to the Designated Point of Contact a written request for withdrawal signed by,

or on behalf of, the Proposer.


of 51

H. RIGHTS OF VTA: VTA may investigate the qualifications of any Proposer under

consideration, require confirmation of information furnished by the Proposer, and require

additional evidence or qualifications to perform the Services described in this RFP.

VTA reserves the right to:

• Reject any or all Proposals.

• Issue subsequent Requests for Proposal.

• Postpone opening for its own convenience.

• Remedy technical errors in the Request for Proposal process.

• Approve or disapprove the use of particular subcontractors.

• Solicit best and final offers from all or some of the Proposers.

• Award a professional services contract to one or more Proposers.

• Waive informalities and irregularities in Proposals.

• Conduct interviews at its discretion.

• Accept other than the lowest offer.

• Negotiate with any, all or none of the Proposers.

I. CONTRACT TYPE: It is anticipated that VTA will award a professional services contract

(“Contract”). If awarded, the Contract will be a task order Contract using either time and

materials, cost plus fixed fee, or firm fixed price compensation. The Contract is expected

to have a term of one (1) year. This RFP does not commit VTA to enter into such Contract

nor does it obligate VTA to pay for costs incurred in preparation or submission of Proposals

or in anticipation of entry into a Contract.

J. COLLUSION: By submitting a Proposal, each Proposer represents and warrants that its

Proposal is genuine and not a sham, collusive or made in the interest of or on behalf of any

person not named therein; that the Proposer has not, directly or indirectly, induced or

solicited any other person to submit a sham Proposal or any other person to refrain from

submitting a Proposal; and that the Proposer has not in any manner sought collusion to

secure any improper advantage over any other person submitting a Proposal.

K. AUDIT REPORT/REQUIREMENTS: Proposers must agree to abide by the

requirements in Chapter III, paragraph 4 of FTA Circular 4220.1F. Every Proposer that has

been the subject of any audit report by any government or public agency or qualified

independent CPA must attach with its Proposal the latest such audit report, including direct

labor, materials, fringe benefits and general overhead.

Proposers must also agree to submit cost or pricing data in accordance with 48 CFR Part

15.408 Table 15-2.

L. ECONOMIC INTEREST FORM 700: The Proposer’s key person as well as other

positions within his or her firm, determined by VTA, to be participating in the making of


of 51

governmental decisions will each be required to file a Form 700 the financial disclosure

form mandated by the Fair Political Practices Commissions (FPPC). The Form 700 will be

required to be filed upon execution of the Contract in which the VTA retains the services

of the Proposer, annually thereafter, and upon separation of services pursuant to FPPC rules

and regulations.

M. INCORPORATION OF EXHIBITS AND ATTACHMENTS: All exhibits, and

attachments referenced in this RFP are incorporated herein by this reference.

II. PROPOSER’S MINIMUM QUALIFICATIONS

A. REQUIRED MINIMUM QUALIFICATIONS: The following qualifications are the

minimum required qualifications that a Proposer must have in order for a Proposal to be

considered:

i. The team that Proposer proposes to staff for this Contract must satisfy at least one of

the following experience levels: (i) a minimum of 5 years of SAP PM/Linear Asset

Management experience; (ii) a minimum of 5 years of Geographic Information

System (“GIS”) experience; (iii) a minimum of 3 years of SAP Fiori experience; or

(iv) at least one successful SAP S/4HANA application migration experience from

SAP ECC Plant Maintenance Module.

B. PREFERRED QUALIFICATIONS: The Proposer shall possess knowledge of and

experience with SAP Plant Maintenance/Material Management modules.

i. The Proposer and its proposed team to be assigned to this Contract shall have

experience with implementing the EAM processes for public transit agencies

delivering both bus and light rail services.

III. EVALUATION AND SELECTION

A. EVALUATION CRITERIA: The following criteria will be used to evaluate Proposals:

Qualification of the Firm 25 Points

Staffing and Project Organization 20 Points

Work Plan / Project Understanding 20 Points

Local Firm Preference 10 Points

Cost Proposal 25 Points


of 51

1. QUALIFICATION OF THE FIRM: Qualifications to be considered include, but are not

limited to: strength and stability of the firm, staffing capacity and experience relative

to supporting similar SAP environments, technical experience in performing work of a

closely similar nature, strength and stability of proposed subcontractors, experience

working with public agencies, assessments by client references, and prior demonstrated

success in providing similar services.

2. STAFFING AND PROJECT ORGANIZATION: Qualifications of the Proposer’s proposed

team members, the level of involvement of such team members in performing related

work, adequacy of labor commitment, and concurrence in the restrictions on changes

in key personnel.

3. WORK PLAN / PROJECT UNDERSTANDING: Proposer’s demonstrated understanding of

the project requirements, potential problem areas, project approach, and work plan will

be evaluated.

4. LOCAL FIRM PREFERENCE: Five (5) points shall be awarded if at least fifty percent

(50%) of the dollar value of services to be rendered will be performed by a local firm.

An additional point shall be awarded for each additional ten percent (10%) of the dollar

value of services to be performed by a local firm, to a maximum point award of ten

(10) points.

5. COST PROPOSAL: The reasonableness of the total cost proposal and the

competitiveness of this amount in comparison with other Proposals received, adequacy

of market data that supports proposed costs and prices, reasonableness of labor rates,

and reasonableness of the fixed costs proposed on the demonstration of the feasibility

of the Proposer’s work plan (“Proof of Concept”).

B. EVALUATION PROCEDURE: The review board will evaluate Proposals based on the

pre-established criteria to determine the successful Proposer or establish a shortlist of firms

to interview. VTA reserves the right to conduct interviews at its discretion.

Proposers are asked to keep the interview date stated in Section I, A Table 1 available in

the event the review board conducts interviews. If invited to interview, VTA will notify

Proposers regarding the schedule and other pertinent interview information. Typically, the

interview is scheduled for one (1) hour and requires the project manager to be a lead

participant.

The names of the review board members are not revealed prior to the interviews. The

individual or composite rating and evaluation forms prepared by individual review board

members are not retained by VTA and will not be revealed.


of 51

C. BASIS OF AWARD: When the review board has completed its work, negotiations will

be conducted for the extent of services to be rendered.

Award may be made on the basis of initial Proposals submitted without any negotiations

or discussions.

This is a “best value” procurement based on procedures consistent with California public

contract code section 20301(a). “Best value” is a selection process where the award is

based on a combination of price and qualitative considerations. A best value procurement

requires tradeoffs between price and non-price factors to select the best overall value to

VTA.

Subject to VTA’s right to reject any or all proposals, the Proposer whose Proposal is found

to be most advantageous to VTA will be selected based upon consideration of the

evaluation criteria.

Thus, VTA will make the award to the responsible Proposer whose Proposal is most

advantageous to VTA. Accordingly, VTA may not necessarily make an award to the

Proposer with the highest technical ranking nor award to the proposer with the lowest price

Proposal if doing so would not be in the overall best interest of VTA.

When the review board has completed its work, negotiations will be conducted for the

extent of services to be rendered.

When VTA engages the highest-ranked Proposer in negotiations, a Notice of Intent of

Award will be submitted as a courtesy to the shortlisted Proposers.

Upon completion of a successful negotiation, VTA will issue a Notice of Recommended

Award, which will initiate the five (5) day pre-award protest period pursuant to VTA’s

protest policies.

IV. PROPOSAL FORMAT AND CONTENT

A. FORMAT: Proposals shall be typed, as concise as possible and shall not include any

unnecessary promotional material. The nature and form of response are at the discretion of

the Proposer, but shall include the information listed below.

B. CONTENT: The Proposer shall include the information described below:

1. PROFILE OF FIRM: This section shall include a brief description of the firm’s size as

well as the local organizational structure; it shall also include a discussion of the firm’s

financial stability, capacity and resources. Additionally, this section shall include a

listing of any lawsuit or litigation and the result of that action resulting from (a) any

public project undertaken by the Proposer or by its subcontractors where litigation is


of 51

still pending or has occurred within the last five (5) years or (b) any type of project

where claims or settlements were paid by the Proposer or its insurers within the last

five (5) years.

2. QUALIFICATIONS OF THE FIRM: This section shall include a brief description of the

Proposer’s and subconsultants qualifications and previous experience on similar or

related projects. Description of pertinent project experience shall include a summary of

the work performed, Proposer must provide the name, title, and phone number of three

(3) clients to be contacted for references.

3. WORK PLAN/PROJECT UNDERSTANDING: By presentation of a well-conceived work

plan, this section of the Proposal shall establish the Proposer understands VTA’s

objectives and work requirements and Proposer’s ability to satisfy those objectives and

requirements. The work plan shall describe the work assigned to the prime and each

subconsultant. The work plan shall also include a timetable for completing all work

specified in the Scope of Work.

4. PROJECT STAFFING: This section shall discuss how the Proposer would propose to

staff this project. Proposer project team members shall be identified by name, location,

specific responsibilities on the project and the estimated person-hours of participation.

An organizational chart for the project team and resumes for key personnel shall be

included. Key personnel will be an important factor considered by the review board.

Once the Proposal is submitted, there can be no change of key personnel without the

prior approval of VTA. Each Contract team member proposed by Proposer must have

a minimum of 2 client references cited as related experience and Proposer must furnish

the name, title, address, and telephone number of such references.

5. ADMINISTRATIVE SUBMITTALS: The Proposer must complete all the forms attached

hereto and submit in the Proposal.

Two of the required submittals are the Technical Proposal and the Pricing Proposal, as

described below.

Technical Proposal:

Provide a report of the asset management capabilities for SAP ECC and SAP

S/4HANA. See Form 4 (filename: RFPS19257_Technical Proposal.xlsx, to be

downloaded from VTA Website).

Identify specific areas that can be configured, completed, and implemented in SAP

Production. See Form 4 (filename: RFPS19257_Technical Proposal.xlsx, to be

downloaded from VTA Website).


of 51

Pricing Proposal:

Provide a cost proposal including the number of hours and fully burdened hourly rate.

See file entitled: RFPS19257_Cost Proposal.xlsx, to be downloaded from VTA

Website.

V. BUSINESS DIVERSITY PROGRAM POLICY:

Contractor shall adhere to VTA’s Business Diversity Program requirements.

A. MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISE POLICY AND

REQUIREMENTS: It is the policy of the Santa Clara Valley Transportation Authority to

ensure that Minority and Women-Owned Business Enterprises (“MWBE”), as defined in

the VTA MWBE Program, have an equitable opportunity to participate in the performance

of contracts and subcontracts financed with local funds. VTA has an 18% MWBE

aspirational goal. In this regard, Proposer will use its best efforts to ensure that MWBE

firms have an equitable opportunity to compete for subcontract work.

For more information on VTA’s Business Diversity Programs, please see website at

www.vta.org/osdb or call the Office of Business Diversity Programs at (408) 321-5962 for

assistance in identifying eligible MWBE firms. Listings of eligible firms are also available

at the following:

https://vta.sbdbe.com/FrontEnd/VendorSearchPublic.asp?TN=vta&XID=5635

B. SMALL BUSINESS ENTERPRISE POLICY AND REQUIREMENTS: It is VTA

policy to ensure that Small Business Enterprise (“SBE”) firms, as defined in Federal

Regulations 13 CFR Part 121 and 49 CFR Part 26, have an equitable opportunity to participate

in the performance of contracts and subcontracts.

1. SBE WITH NO SET GOAL ASSIGNMENT: VTA has not established a contract specific

SBE goal for this project. However, Proposer is encouraged to make every effort to

meet VTA’s overall agency goal of 19% where possible. In this regard, Proposer will

use its best efforts to ensure that SBE firms shall have an equitable opportunity to

compete for subcontract work under this Contract. Any certified Disadvantaged

Business Enterprise (“DBE”) is eligible to participate towards the SBE overall

participation goal. SBE firms must be certified or accepted as certified by the VTA Office

of Business Diversity Programs (“OBDP”).

Listings for SBE and DBE firms are:

VTA SBE Database:

• http://www.VTA.org/about-us/doing-business-with-VTA-search-for-sbes

http://www.vta.org/osdb

https://vta.sbdbe.com/FrontEnd/VendorSearchPublic.asp?TN=vta&XID=5635

http://www.vta.org/about-us/doing-business-with-VTA-search-for-sbes


of 51

California UCP DBE Database:

• https://dot.ca.gov/programs/business-and-economic-opportunity/dbe-search

2. CONSULTANT REGISTRATION: All SBE DBE and MWBE firms listed on Form 5,

Listing of MWBE Prime and Subcontractors and Form 6, Listing of SBE Prime and

Subcontractors, must be certified by VTA’s OBDP, the California Unified Certification

Program (“CUCP”), and/or accepted as certified by VTA’s OBDP at the time of the

Proposal due date to be counted toward VTA’s 19% overall SBE goal. Proposers must

comply with VTA's SBE Program Policy and Requirements on utilization of SBE.

a. Form 5, MWBE Listing of Prime and Subcontractors, Form 6, SBE Listing of

Prime and Subcontractors, Form 7, Designation of Subcontractors and Suppliers,

in compliance with SBE Program Policy and Requirements, must be submitted at

time of Proposal submittal.

b. It is the Proposer’s sole responsibility to verify to VTA that a sub-consultant has a

SBE/DBE certification.

C. FRAUDS AND FRONTS: Contactors are cautioned against knowingly and willfully

using “fronts” to meet the SBE goal of the Contract. The use of “fronts” or “pass through”

subcontracts to non-disadvantaged firms constitutes a criminal violation.

VI. INSURANCE REQUIREMENTS:

Contractor shall adhere to the insurance requirements set forth in Exhibit A4. Proposer’s

attention is directed to the insurance requirements in the exhibit. It is highly recommended

that Proposers confer with their insurance carriers or brokers in advance of Proposal

submission to determine the availability of insurance certificates and endorsements that

will be required for the Contract awarded through this RFP.

VII. PROTESTS

A. SOLICITATION PHASE: Prior to the closing date for submittal of Proposal, Proposer

may submit to VTA protests regarding the procurement process, or alleged improprieties

in specifications, or alleged restrictive specifications. Any such protests must be filed no

later than ten (10) working days prior to the scheduled closing date. If necessary, the

closing date of this solicitation may be extended pending a resolution of the protest.

B. PRE-AWARD: Protests dealing with alleged improprieties in the procurement or the

procurement process that can only be apparent after the closing date for receipt of Proposals

must be filed within five (5) working days after issuance of the Notice of Recommended

Award. Protests will contain a statement of the grounds for protests and supporting

https://dot.ca.gov/programs/business-and-economic-opportunity/dbe-search


of 51

documentation. Protestor will be notified of VTA’s final decision prior to issuance of

award.

Protestors shall have an opportunity to appear and be heard before the agency prior to the

opening of Proposals in the case of protests based on the content of the request for

Proposals or prior to final award in the case of protests based on other grounds. Proposer’s

requests and protests shall be in writing only and be addressed to:


Attn: Thor Vue, Chief Procurement Officer

Procurement, Contracts & Materials Management

3331 North First Street, Building A


The full text of VTA’s Policy No. 36 may be obtained at http://www.vta.org/about-

us/doing-business-with-vta-policies. Failure to comply with the above protest procedures

will render a protest untimely and/or inadequate and shall result in its rejection.

If this Contract is financed with federal assistance, pursuant to 2 C.F.R. § 200.318(k),

protesters may raise, with the FTA, matters that are primarily a federal concern. Protesters

must raise any federal matters arising out of VTA’s award of a contract within five (5)

business days of VTA’s final decision of the Proposal protest. See 2 C.F.R. § 200.318(k)

for details.

VIII. SCOPE OF SERVICES:

1. Introduction and Overview: When VTA deployed SAP ECC 6.0 in 2009, VTA did

not implement the plant maintenance module (one of the modules inside SAP ECC 6.0

software) in a way that help improve operation’s daily processes. In addition, only

technical upgrades were performed during VTA’s annual SAP patch updates since

2010. As a result, a significant amount of preventive maintenance processes are still

managed outside of SAP, impacting SAP user’s productivity while limiting VTA’s

managers’ ability to acquire reliable data for decision-making purposes.

FTA’s enactment of Moving Ahead for Progress in the 21st Century (MAP-21)

highlighted the importance for transit agencies to implement a Transit Asset

Management (“TAM”) Program. The TAM Program, among other things, calls for

improvement in preventive maintenance, asset management, and safety monitoring and

controls.

VTA recently engaged a consultant to conduct an assessment of the state of VTA’s

preventive maintenance and asset management processes and needs. The result was a

detailed EAM system requirements and gap analysis, which should be the basis for

enhancing VTA’s current SAP Plant Maintenance/Material Management functions.

http://www.vta.org/about-us/doing-business-with-vta-policies

http://www.vta.org/about-us/doing-business-with-vta-policies


of 51

VTA’s goal is to leverage the existing foundational technology to deliver FTA-required

State of Good Repair (a FTA program focused on maintaining the nation’s bus and rail

systems in a state of good repair in order to deliver safe and reliable transit service)

solutions and associated EAM practices by:

• Implementing a collection of technology solutions to improve total asset visibility,

• Delivering a full asset lifecycle management capability from procurement to

disposition,

• Improving VTA’s ability to predict the useful life and replacement needs of assets,

• Leveraging use of mobile solutions, and

• Expanding VTA’s ability to administer and maintain capital budget projects.

VTA has a philosophy to refrain from customizing the core application. Solutions

proposed with extensive customization will be viewed as not meeting VTA’s

requirements.

1.1 Background:

1.1.1 VTA’s current applications:

• SAP Human Capital Management/SuccessFactors

• SAP Payroll • SAP Finance/Controlling/Asset Accounting/Project Systems • SAP Flexible Real Estate Management

• SAP Materials Management /Purchasing/Plant Maintenance

• SAP Fiori

• Trapeze FX/Blockbuster (Scheduling)

• Trapeze OPS (Bidding, Dispatching, Timekeeping, Workforce Management)

• Trapeze OPS-web (self service)

• Trapeze OPS Sign-in-Terminal

• Trapeze OPS Multi-media (Notifications)

• Trapeze Viewpoint-OPS (Business Intelligence)

• Trapeze RFind (Light Rail Yard Management)

• Trapeze PASS (Paratransit)

• Clever Devices CleverCAD

• Clever Devices CleverCAD Mobile

• Clever Devices AVM

• Clever Devices BusTime

• Clever Devices APC


of 51

• Clever Devices CleverReports

• Clever Devices CleverWorks

• Clever Devices Dynamic Scheduling

• Clever Devices Cleverware Intercom

• Ridecheck Plus

• SCADA

• ArcGIS


of 51

1.1.2. VTA’s Current SAP ECC System Status

Contractor’s attention is directed to the charts below in order to gain a better understanding

of the complexity of VTA’s requirements. Specifically, such attention is directed to the

line items in red boxes.


of 51


of 51

1.1.3. Current VTA GIS System Status

1.2 Work to be Performed

Contractor will assess whether VTA’s asset management needs can be fulfilled by

SAP ECC or SAP S/4HANA.

1.2.1 Training & Knowledge Transfer Plan: Contractor must provide detailed

configuration documentation and training materials to VTA (i.e., a

“knowledge transfer”). Knowledge transfer will be focused on the

functionality, tools, and activities delivered by Contractor pursuant to the

Contract. Contractor must provide training sessions to VTA end users, and

all training must be completed prior to the go-live date in production (which

date will be determined by VTA).

1.2.2 Testing Plan: Contractor must lead and document the test cases to

adequately test all new activities and integration points to ensure the entire

solution is functioning without impact to the current business processes.

1.2.2 Post Go-Live Requirements: Contractor must provide VTA ten (10) days of

on-site post go-live support.

1.3 Project Timeline

Contractor must complete the Services hereunder by December 31, 2020.

Contractor understands that VTA operates 24 hours per day 7 days per week.

Contractor must design its cut-over plans (meaning the plan to transition from the


of 51

testing to the production environment) in a way that minimizes VTA’s end user

outages and does not have any impact to VTA’s annual SAP patch update timeline.

1.4 Objectives

Currently, SAP Plant Maintenance/Material Management modules are not

configured effectively to support asset management at VTA, as indicated by the

results of the preventive maintenance and asset management requirements and gap

analysis report.

2. Contract Deliverables

• Report of the asset management capabilities for SAP ECC and SAP S/4HANA.

• All the functions VTA selected must be successfully implemented to the VTA SAP

Production.

• Documentation of configuration, testing process, and training materials. • Provide knowledge transfer to VTA’s IT department and training sessions to VTA’s

IT department and end users. • Perform cut-over plan activities in VTA’s SAP production system. • Provide two weeks of on-site post-go live production support. • Provide VTA with a plan to perform the Services in such a way that has the minimal

impact to VTA operations, which are ongoing 24 hours per day, 7 days per week.

3. Progress/Compliance

• VTA has the right to test all scenarios called for by the Contract


of 51

IX. ADMINISTRATIVE SUBMITTALS

Proposer must submit all forms as part of the Proposal.

FORM 1. GENERAL INFORMATION

FORM 2. LEVINE ACT STATEMENT

FORM 3. EXCEPTIONS TO THE CONTRACT

FORM 4. TECHNICAL PROPOSAL FORM

FORM 5. COST PROPOSAL FORM

FORM 6. LISTING OF MWBE PRIME AND SUBCONTRACTORS

FORM 7. LISTING OF SBE PRIME AND SUBCONTRACTORS

FORM 8. DESIGNATION OF SUBCONTRACTORS AND SUPPLIERS

FORM 9. LOCAL FIRM CERTIFICATION


of 51

FORM 1. GENERAL INFORMATION

Instructions: Please complete this form and include in your Proposal. On a separate page, list

all subconsultants; include company name, address, phone number and type of service.

Company Name

Street Address

City/State/Zip

Phone No. DIR No.

DUNS No. CAGE No.*

Federal Taxpayer ID No. NAICS Codes

*Commercial and Government Entity (www.sam.gov)

POINT(S) OF CONTACT

Primary

Name/Title

Phone No.

Cell Phone No.

E-mail

Alternate

Name/Title

Phone No.

Cell Phone No.

E-mail

AUTHORIZED SIGNATORIES:

Primary

Name/Title

Signature

E-mail

Alternate

Name/Title

Signature

E-mail

http://www.sam.gov/


of 51

FORM 2. LEVINE ACT STATEMENT

Prime Proposer and Subconsultants must submit a signed Levine Act Statement

California Government Code § 84308, commonly referred to as the "Levine Act," precludes an elected or

appointed officer, or alternate, of a local government agency from participating in the award of a contract

if he or she receives any contributions totaling more than $250 in the twelve (12) months preceding the

pendency of the contract award, and for three (3) months following the final decision, from the person or

company awarded the contract. This prohibition applies to contributions to the officer, or received by the

officer on behalf of any other officer, or on behalf of any candidate for elective office or on behalf of any

committee in federal, state or local elections.

VTA’s Board members and their alternates as of the date of this RFP are as follows:

Name Title Represents

Teresa O'Neill Chairperson City of Santa Clara

Cindy Chavez Vice Chairperson County of Santa Clara

Magdalena Carrasco VTA Board Member City of San Jose

Charles "Chappie" Jones VTA Board Member City of San Jose

Lan Diep VTA Board Member City of San Jose

Sam Liccardo VTA Board Member City of San Jose

Raul Peralez VTA Board Member City of San Jose

Devora "Dev" Davis VTA Alternate Board Member City of San Jose

John McAlister VTA Board Member City of Mountain View

Adrian Fine VTA Alternate Board Member City of Palo Alto

Rob Rennie VTA Board Member Town of Los Gatos

Howard Miller VTA Alternate Board Member City of Saratoga

Larry Carr VTA Board Member City of Morgan Hill

Marie Blankley VTA Alternate Board Member City of Gilroy

Rich Tran VTA Board Member City of Milpitas

Glenn Hendricks VTA Alternate Board Member City of Sunnyvale

Dave Cortese VTA Board Member County of Santa Clara

Susan Ellenberg VTA Alternate Board Member County of Santa Clara

Jeannie Bruins Ex-Officio Member Metropolitan Transportation Commission

1. Have you or your company, or any agent on behalf of you or your company, made any contributions

of more than $250 to any VTA Board member or alternate in the twelve (12) months preceding the date of

the issuance of this RFP?

No ___ Yes ___ Please identify the Board member or alternate:__________________________

2. Do you or your company, or any agency on behalf of you or your company, anticipate or plan to

make any contributions of more than $250 to any VTA Board member or alternate in the three months

following the award of the contract?

No ___ Yes ___ Please identify the Board member or alternate: __________________________

Answering yes to either of the two questions above does not preclude VTA from awarding a contract to

your firm. It does, however, preclude the identified Board member or alternate from participating in the

contract award process for this contract.

Signature: Firm Name: Date:

http://www.vta.org/Get-Involved/Board-of-Directors


of 51

FORM 3. EXCEPTIONS TO THE CONTRACT

This form shall include any exceptions the Proposer takes to the Contract, which includes the

“Compensation, Invoicing and Payment” and “Indemnity and Defense of Claims” and “Insurance

Requirements.” If Proposer takes no exceptions, check the field “Proposer takes no exceptions” below.

All exceptions to the Contract terms and conditions must be stated on this form and submitted with the

Proposal. Proposer’s failure to take timely exception to VTA’s terms and conditions expressly waives

Proposer’s right to challenge or request modification of such terms and conditions and is conclusive

evidence of Proposer’s assent thereto.

Proposer takes exception to the following:

Section Reference Disposition (For VTA Use Only)

*Insert proposed changes here

Section Reference Disposition (For VTA Use Only)

*Insert proposed changes here

*Make copies of this page if necessary

“Proposer takes no exceptions”

Firm Name:

Name Title

Signature Date


of 51

FORM 4. TECHNICAL PROPOSAL FORM

TO BE DOWNLOADED FROM VTA WEBSITE


of 51

FORM 5. COST PROPOSAL FORM

TO BE DOWNLOADED FROM VTA WEBSITE


of 51

FORM 6. LISTING OF MWBE PRIME AND SUBCONTRACTORS

Firm (Prime): Phone:

MWBE: Yes No Age of Firm

Address: Name & Title:

City, State,

Zip:

Signature/

Date

Contract dollar value must exclude work performed by non-MWBE except materials or

equipment purchased and used in this contract.

CREDIT FOR MWBE VENDOR of materials or supplies is limited to 60% of its expenditures

for materials and supplies required under this Contract and obtained from a MWBE regular dealer.

Credit for MWBE manufacturers is given at 100% toward the MWBE goal only where the

MWBE vendor manufactures or substantially alters the material prior to resale.

CREDIT FOR MWBE BROKERS (Distributor or Representative) is limited to the fees and

commissions of the amount paid. All other firms receive 100% credit, less work subcontracted by

the MWBE to non-MWBE firms, towards the MWBE goal.

A MWBE must be certified or accepted as Certified by VTA. Refer to 49CFR Part 26.

Name & Address of Certified DBE Certification

Number

Agency

Certifying

Age of

Firm

Dollar Value Of

Contract

1.

2.

3.

4.

5.

Description of Work

1.

2.

3.

4.

5.

MWBE GOALS ARE DETERMINED ON BASE PROPOSAL AMOUNT:

Total Contract Amount $

MWBE Contract Amount $

MWBE Contract Amount MWBE Goal Achieved MWBE Contract Goal


of 51

FORM 7. LISTING OF SBE PRIME AND SUBCONTRACTORS

Firm (Prime): Phone:

SBE: Yes No Age of Firm

Address: Name & Title:

City, State,

Zip:

Signature/

Date

Contract dollar value must exclude work performed by non-SBE except materials or equipment

purchased and used in this contract.

CREDIT FOR SBE VENDOR of materials or supplies is limited to 60% of its expenditures for

materials and supplies required under this Contract and obtained from a SBE regular dealer. Credit

for SBE manufacturers is given at 100% toward the SBE goal only where the SBE vendor

manufactures or substantially alters the material prior to resale.

CREDIT FOR SBE BROKERS (Distributor or Representative) is limited to the fees and

commissions of the amount paid. All other firms receive 100% credit, less work subcontracted by

the SBE to non-SBE firms, towards the SBE goal.

A SBE must be certified or accepted as Certified by VTA. Refer to 49CFR Part 26.

Name & Address of Certified SBE Certification

Number

Agency

Certifying

Age of

Firm

Dollar Value Of

Contract

1.

2.

3.

4.

5.

Description of Work

1.

2.

3.

4.

5.

SBE GOALS ARE DETERMINED ON BASE PROPOSAL AMOUNT:

Total Contract Amount $

SBE Contract Amount $

SBE Contract Amount SBE Goal Achieved SBE Contract Goal

X 100 =

Base

Contract % %


of 51

FORM 8. DESIGNATION OF SUBCONTRACTORS AND SUPPLIERS

FOR

DATA COLLECTION REQUIREMENTS

Proposer:

Proposer shall completely fill in the form below for each proposed subcontract for all

subcontractors, suppliers of materials, subconsultants. Include all firms, regardless of ethnicity,

gender or SBE or DBE status. Some information, such as ethnicity and gender is for information

purposes only.

This form is to be completed and submitted with your Proposal.

Firm Name City and State

Portion of

Work or

Proposed Item

Ethnicity* Gender+

Estimated

Dollar Amount

of Subcontract

*A=Asian *AI= Asian Indian *B=Black *C=Caucasian

*H=Hispanic *NA=Native American *O=Other

+F=Female +M=Male

Total Proposed Amount:

$

Amount to be subcontracted:

$

Percent to be subcontracted:

%


of 51

FORM 9. LOCAL FIRM CERTIFICATION

1. The Proposer hereby certifies that it is ___ / is not ___ a local firm. A local firm is a firm that

currently has its main office or a branch office with meaningful production capability located within Santa

Clara County, or a firm that, upon award of the contract by VTA, will establish such a local office.

If a local firm, specify local address:

2. The Proposer hereby certifies that _______% of the dollar value of services to be rendered will be

performed by the following local firms (including Proposer, if applicable):

Name of Proposer or Subcontractor % of Dollar Value

3. The above-listed subcontractors are local firms as defined in paragraph 1 above, and are located at

the following local addresses:

Subcontractor Name Address

Firm Name:

Name Title

Signature Date


of 51

X. EXHIBITS

EXHIBIT A SAMPLE CONTRACT

EXHIBIT A1 SCOPE OF WORK

EXHIBIT A2 COMPENSATION, INVOICING, and PAYMENT

EXHIBIT A3 RATE SCHEDULE

EXHIBIT A4 INSURANCE REQUIREMENTS

EXHIBIT A5 SMALL BUSINESS ENTERPRISE (SBE) REQUIREMENTS

of 51

Rev. 12/7/2018

EXHIBIT A CONTRACT

BETWEEN

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY

AND

FOR

SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT

CONTRACT NO. S19257

THIS CONTRACT for professional services (“Contract”) is entered into between the Santa Clara

Valley Transportation Authority (“VTA”) and __________ (“Contractor”).

A. SERVICES TO BE PERFORMED: Contractor shall furnish all technical and professional

labor, and materials to perform the services described in Exhibit A1 (herein referred to as

“Services”).

B. TERM OF THIS CONTRACT: The term of this Contract shall commence on the Effective

Date (as defined in the signature block below) and continue through (unless otherwise earlier

terminated pursuant to the terms and conditions set forth herein).

C. DAYS: For purposes of this Contract, all references herein to “day” shall mean calendar day,

unless specified otherwise. All references to “calendar day” shall mean any day, including

Saturday, Sunday and all legal holidays. All references to “working day” or “business day”

shall mean any business day, excluding Saturdays, Sundays and legal holidays.

D. COMPENSATION: Contractor shall be paid in accordance with Exhibit A2 for the Services.

Total compensation for the Services provided hereunder shall not exceed $___________00.

E. PERFORMANCE OF THE SERVICES:

1. Contractor represents that it is sufficiently experienced, properly qualified, registered,

licensed, equipped, organized and financed to perform the Services.

2. Contractor shall perform the Services with the degree of skill and judgment normally

exercised by firms performing services of a similar nature. In addition to other rights and

remedies that VTA may have, VTA, at its option, may require Contractor, at Contractor’s

expense, to re-perform any Services that fail to meet the above standards.

F. ASSIGNMENT AND SUBCONTRACTS:

1. Contractor shall not assign or transfer this Contract or any portion thereof without the prior

written consent of VTA. Additionally, Contractor shall not subcontract any part of its

of 51

Services other than to those subcontractors that may be identified herein. Any assignment,

transfer, change or subcontract in violation of this Contract shall be void.

2. Contractor shall be fully responsible and liable for the Services, products and actions of all

subcontractors and suppliers of any tier, and shall include in each subcontract any

provisions necessary to make all the terms and conditions of this Contract fully effective.

G. CHANGES: By written notice from VTA’s Authorized Representative (as defined in Section

L.1), VTA may, from time to time, order work suspension or make changes within the general

scope of this Contract. If any such changes cause an increase or decrease in Contractor’s cost

to perform the Service or in the time required for its performance, Contractor shall promptly

notify VTA thereof and assert its claim for adjustment within ten (10) days after the change is

ordered, and an equitable adjustment shall be negotiated.

H. AUDIT AND RECORDS:

1. Contractor shall maintain, in accordance with generally accepted accounting principles and

practices, complete books, accounts, records and data with respect to actual time devoted

and costs incurred for the Services. Such documentation shall be supported by properly

executed payrolls, invoices, contracts and vouchers evidencing in detail the nature and

propriety of any charges. Such documentation shall be sufficient to allow a proper audit of

the Services. All checks, payrolls, invoices, contracts and other accounting documents

pertaining in whole or in part to the Services shall be clearly identified and readily

accessible.

2. For the duration of this Contract, and for a period of three (3) years thereafter, VTA, its

representatives and the state auditor shall have the right to examine and audit during

Contractor’s normal business hours the books, accounts, records, data and other relevant

information to the extent required to verify the costs incurred hereunder where such costs

are the basis for billings under this Contract.

3. Contractor shall report indirect costs in accordance with the cost principles contained in 48

CFR, Part 31, and follow the uniform administrative requirements set forth in 49 CFR, Part

18.

4. The provisions of this AUDIT AND RECORDS section shall be included in any

subcontracts hereunder.

I. PROHIBITED INTERESTS:

1. SOLICITATION: Contractor warrants that it has not employed or retained any company or

person, other than a bona fide employee working solely for Contractor, to solicit or secure

this Contract, and that it has not paid or agreed to pay any company or person, other than

of 51

a bona fide employee working solely for Contractor, any fee, commission, percentage,

brokerage fee, gift or any other consideration, contingent upon or resulting from the award

or making of this Contract. For breach or violation of this warranty, VTA shall have the

right to rescind this Contract without liability.

2. INTEREST OF PUBLIC OFFICIALS: No Board Member, officer or employee of the VTA

during his or her tenure or for two (2) years thereafter shall have any interest, direct or

indirect, in this Contract or the proceeds thereof.

3. INTEREST OF THE CONTRACTOR: The Contractor covenants that, presently, Contractor, its

officers, directors or agents, have no interest and shall not acquire any interest, direct or

indirect, that would conflict in any manner or degree (or create an appearance of conflict)

with the performance of the Services. The Contractor further covenants that in the

performance of this Contract no person having any such interest shall be knowingly

employed.

J. TERMINATION AND SUSPENSION:

1. VTA may, by giving at least ten (10) business days’ written notice to Contractor, terminate

this Contract, or suspend performance hereunder, in whole or in part at any time for VTA’s

convenience. Contractor shall be compensated (i) in accordance with the terms of this

Contract for the Services satisfactorily performed prior to the effective date and time of

termination or suspension, or (ii) the minimum dollar amount stated herein, whichever is

applicable. Contractor shall have no right to recover lost profits on the balance of the

Services.

2. VTA, by written notice given to Contractor, may declare default in Contractor’s

performance of any term of this Contract, specifying with particularity the basis for such

default. Contractor shall deliver a response thereto in writing to VTA within two (2)

business days of receipt of the notice, setting forth a reasonable proposal to cure the default.

If Contractor fails to deliver the foregoing response on time or fails to cure the default

within ten (10) business days after receipt of the notice (or within such additional time the

Parties may agree upon in writing), VTA may elect to terminate this Contract for cause by

serving written notice thereof to Contractor.

3. In the event of such termination for cause, VTA shall be relieved of any obligation of

further payment to Contractor, including its obligation to procure the minimum dollar

amount stated herein (if any), and may complete the remainder of the Services by itself, or

by using an alternative, third party contractor. The additional cost to VTA for completing

the Services shall be deducted from any sum due to the Contractor and the balance, if any,

shall be paid to the Contractor upon demand. The foregoing shall be in addition to any

other legal or equitable remedies available to VTA.

of 51

4. If, after termination for failure to fulfill Contract obligations, it is determined that the

Contractor was not in default, the rights and obligations of the Parties shall be the same as

if the termination had been issued for the convenience of VTA.

K. GENERAL PROVISIONS:

1. OWNERSHIP OF DATA: All drawings, specifications, reports and other data developed by

Contractor, its assigned employees or subcontractors pursuant to this Contract shall

become the property of VTA as prepared, whether delivered to VTA or not. Unless

otherwise provided herein, all such data shall be delivered to VTA or its designee upon

completion of this Contract or at such other times as VTA or its designee may request.

2. CIVIL RIGHTS:

a. NONDISCRIMINATION: During performance of this Contract, Contractor, its

employees and subcontractors shall not unlawfully discriminate, harass, or allow

harassment against any person because of race, religious creed, color, sex, gender,

gender identity, gender expression, national origin, ancestry, physical disability

(including HIV and AIDS), mental disability, medical condition (including cancer),

genetic information, marital status, age (over 40), sexual orientation, or military and

veteran status. In addition, Contractor and any subcontractor shall not unlawfully deny

any of their employees family care leave or discriminate against such employees on

the basis of having to use family care leave. Contractor shall ensure that the evaluation

and treatment of its employees and applicants for employment are free of such

discrimination and harassment.

b. ADA Accessible Information and Communications: Any and all deliverables

provided by Contractor to VTA pursuant to the Contract must be prepared and

delivered in a format that is accessible to individuals with disabilities, as required by

(i) the American with Disabilities Act of 1990 (ADA); (ii) 28 CFR Parts 35 and 36;

(iii) 49 CFR Part 37; (iv) Section 504 of the Rehabilitation Act of 1973, as amended;

and (v) California’s Unruh Civil Rights Act.

3. GOVERNING LAW: The laws of the State of California will govern these terms and

conditions, as well as any claim that might arise between Contractor and VTA, without

regard to conflict of law provisions.

4. FORUM SELECTION: Any lawsuit or legal action arising from this Contract shall be

commenced and prosecuted in the courts of Santa Clara County, California. Contractor

agrees to submit to the personal jurisdiction of the courts located in Santa Clara County,

California for the purpose of litigating all such claims.

of 51

5. CONFIDENTIALITY AND DISCLOSURE: Except as set forth in this paragraph, Contractor

must not disclose to third parties any information, data, or materials that the Contractor

obtains from VTA or otherwise learns of or is exposed to in the course of the performance

of this Contract or information developed or obtained by Contractor in the performance of

this Contract (“Confidential Information”). In addition, Contractor must not disclose or

use any Confidential Information for any purpose other than the performance of the

Services. Notwithstanding the foregoing, Contractor may disclose Confidential

Information to third parties or use such information for purposes other than performance

of the Services if: (1) VTA provides express written consent for such use or disclosure; (2)

the information is known to Contractor prior to obtaining such information from VTA or

performing Services under this Contract; (3) the information is, at the time of disclosure

by Contractor, then in the public domain; (4) the information is obtained by or from a third

party who did not receive it, directly or indirectly, from VTA and who has no obligation

of confidentiality with respect thereto. In addition, Contractor may disclose Confidential

Information if required to do so by court order. However, upon receipt of an order requiring

such disclosure, Contractor must inform VTA as soon as practicable in order to allow VTA

to challenge such order if it determines that such challenge is appropriate. For purposes of

this Section, “third parties” do not include those employees or authorized subcontractors

engaged in the performance of the Services.

6. NONWAIVER: Failure of VTA to insist upon strict performance of any terms or conditions

of this Contract or failure or delay in exercising any rights or remedies provided herein or

by law or its failure to properly notify Contractor in the event of breach or its acceptance

of or payment for any Services hereunder shall not release Contractor from the

representations or obligations of this Contract and will not be deemed a waiver of any right

of VTA to insist upon strict performance hereof or any of its rights or remedies hereunder.

7. SEVERABILITY: If any of the provisions of this Contract (or portions or applications

thereof) are held to be unenforceable or invalid by any court of competent jurisdiction,

VTA and Contractor shall negotiate an equitable adjustment in the provisions this Contract

with a view toward effecting the purpose of this Contract, and the validity and

enforceability of the remaining provisions or portions or applications thereof will not be

affected thereby.

8. INDEPENDENT CONTRACTOR: In performance of the Services, Contractor will be acting as

an independent contractor and not the agent or employee of VTA.

9. ENTIRE CONTRACT: This Contract constitutes the entire contract between VTA and

Contractor relating to the subject matter hereof and supersedes any previous contracts,

agreements, or understandings, whether oral or written.

of 51

10. AMENDMENT: Except as expressly provided herein, the provisions of this Contract cannot

be altered, modified or amended except through the execution of a written amendment

executed by VTA and Contractor.

11. COMPLIANCE WITH APPLICABLE LAW: In the performance of the Services, Contractor

and its subcontractors shall comply with all applicable requirements of state, federal and

local law. The provision of this paragraph shall be included in any subcontracts hereunder.

12. DOCUMENTS AND WRITTEN REPORTS: In accordance with Government Code § 7550(a),

any document or written report prepared in whole or in part by nonemployees of VTA shall

contain the numbers and dollar amounts of all contracts and subcontracts relating to the

preparation of the document or written report if the total cost of the work performed by

nonemployees of the agency exceeds five thousand dollars ($5,000.00). The contract and

subcontract numbers and dollar amounts shall be contained in a separate section of the

document or written report.

13. INCORPORATION OF EXHIBITS AND ATTACHMENTS: All exhibits and attachments

referenced in this Contract are incorporated herein by this reference.

L. AUTHORIZED REPRESENTATIVES AND POINTS OF CONTACT: The Authorized

Representatives identified below, or assigned designees, have authority to authorize changes

to the scope, terms and conditions of this Contract, as set forth herein.

1. AUTHORIZED REPRESENTATIVES:

VTA:

Mary Talentinow, Acting PCMM Manager

3331 N. First Street, Bldg. A

San Jose, CA 95134-1927

[email protected]

Contractor:

Name/Title

Company Name

Address

City/State/Zip

Telephone

Email

2. NOTICES: Notices shall be in writing and addressed to the Authorized Representatives at

the addresses set forth above.


of 51

3. POINTS OF CONTACT: The Points of Contact listed below are authorized to communicate

regarding contract matters, except in the case where correspondence regarding legal notices

must be addressed to the Authorized Representatives.

VTA:

Lida Delos Santos, Contracts Administrator

3331 N. First Street, Bldg. A

San Jose, CA 95134-1927

[email protected]

Contractor:

Name/Title

Company Name

Address

City/State/Zip

Telephone

Email

4. Written notification to the other Party shall be provided, in advance, for changes in the

name or address of the designated Authorized Representatives or Points of Contact stated

above.

M. INSURANCE: Contractor shall adhere to the insurance requirements set forth in Exhibit A4

N. INDEMNITY AND DEFENSE OF CLAIMS:

1. General Indemnity and Defense of Claims:

i. Contractor must indemnify and hold harmless VTA, any public agencies within

whose jurisdiction, on whose behalf, or on whose property the Services are being

performed, any party VTA is contractually obligated to identify in this Contract as

an indemnitee, and each of their respective Board of Directors, Board of

Supervisors, Councils, individual board members, officers, agents, employees, and

consultants (each, an “Indemnitee”; collectively, the “Indemnitees”) from any

claims, liabilities, losses, injuries, damages, expenses, fines, penalties, liens, or fees

and costs (including attorneys’ and experts’ fees and costs) (each a “Claim” and

collectively “Claims”) arising out of, pertaining to, caused by, or in any way

relating to the work performed under this Contract, including compliance or non-

compliance with the terms of this Contract, by Contractor and/or its agents,

employees, or subcontractors, whether such Claims are based upon a contract,

personal injury, death, property damage, or any other legal or equitable theory

whatsoever.


of 51

ii. Contractor agrees, at its own expense, and upon written request by VTA or any

individual Indemnitee, to immediately defend any suit, action, proceeding, dispute,

or demand brought against any Indemnitee founded upon, alleging, or implicating

any Claims covered by Contractor’s indemnity obligation set forth above in

subparagraph (i) immediately above and regardless of whether Contractor and/or

any of its agents, employees, or subcontractors, was, in fact, liable. In the event a

court of competent jurisdiction determines that any suit, action, claim, or demand

brought against any Indemnitee was caused by the sole or active negligence or

willful misconduct by VTA or its agents, servants, or independent contractors who

are acting on behalf of VTA, VTA shall promptly reimburse Contractor for costs

of defending the Indemnitees in such action incurred by Contractor, but only in

proportion to the sole or active negligence or willful misconduct of VTA or its

agents, servants, or independent contractors who are acting on behalf of VTA.

2. Intellectual Property Infringement Indemnity and Defense of Claims:

i. Contractor must indemnify, defend, and hold harmless Indemnitee from and against

any and all Claims, including reasonable attorneys’ fees, costs, and expenses

incidental thereto, which may be suffered by, incurred by, accrued against, charged

to, or recoverable from any Indemnitee, by reason of any Claim arising out of or

relating to any actual or alleged infringement of any intellectual property rights by

the Contract deliverables, Services, or use of any of the aforementioned.

ii. To the greatest extent permitted by law, Contractor must, at its own expense, and

upon written request by VTA, or any individual Indemnitee, immediately defend

any suit, action, claim, or demand brought against any Indemnitee founded upon,

alleging, or implicating any claims, liabilities, losses, injuries, damages, expenses,

fines, penalties, or fees and costs covered by Contractor’s indemnity obligation set

forth in subparagraph (i) immediately above and regardless of whether Contractor

and/or any of its agents, employees, or subcontractors did, in fact, infringe any

intellectual property rights.

iii. If any part of Services or Contract deliverables is, or in Contractor’s judgment may

become, the subject of any infringement claim, or is likely to be, claimed to

infringe, misappropriate or otherwise violate any third-party intellectual property

right, Contractor must, at its expense and option, do one of the following: (a)

procure for VTA the necessary right to continue using the Services or Contract

deliverables; (b) replace or modify the infringing portion of the Services or Contract

deliverables with a functionally equivalent item or portion thereof, or (c) if none of

the foregoing are commercially reasonable, Contractor may terminate this Contract

upon written notice to VTA and refund to VTA a pro-rated amount of any pre-paid

fees (including pre-paid support/maintenance fees).

of 51

iv. Contractor will have no liability or obligation hereunder with respect to any claim

to the extent based upon (i) any use of the Services or Contract deliverables by VTA

not strictly in accordance with this Contract or in an application or environment or

on a platform or with devices for which it was not reasonably designed or

reasonably contemplated, (ii) modifications, alterations, combinations or

enhancements of the Services or Contract deliverables not created or authorized by

Contractor, or (iii) VTA’s continuing allegedly infringing activity after being

notified thereof.

v. Infringement Indemnification Procedures: Contractor’s obligations under the

Intellectual Property Infringement Indemnity and Defense of Claims sections are

expressly conditioned on the following: VTA shall (a) promptly notify Contractor,

in writing, of any such Claim of which VTA has actual knowledge (provided that

failure to do so will only release Contractor from this indemnity obligation to the

extent that such failure led to material prejudice), (b) in writing, grant Contractor

sole control of the defense of any such Claim and of all negotiations for its

settlement or compromise, provided that no such settlement or compromise may

impose any liability or other obligations on VTA, and (c) reasonably cooperate with

Contractor to facilitate the settlement or defense of the Claim. Notwithstanding the

foregoing, VTA may participate, at VTA’s own expense, in the defense of such

Claim.

3. This indemnity and defense of claims provision will survive the expiration or termination

of this Contract and remain in full force and effect.

O. BUSINESS DIVERSITY PROGRAM REQUIREMENTS: Contractor shall adhere to the

Small Business Enterprise requirements set forth in Exhibit A5.

IN WITNESS WHEREOF, VTA and Contractor have executed this Contract as of the last date set

forth below (“Effective Date”).

Signatures of parties on following pages

of 51

Santa Clara Valley Contractor

Transportation Authority

Nuria I. Fernandez Name

General Manager Title

Date Date

Approved as to Form

VTA Counsel

of 51

EXHIBIT A1 SCOPE OF SERVICES

[TO BE INSERTED BY VTA PERSONNEL]

of 51

EXHIBIT A2 COMPENSATION, INVOICING and PAYMENT

FIRM-FIXED PRICE

A. COMPENSATION: This is a firm-fixed price Contract with a maximum value of $_____ .00

(“Total Compensation Amount”), for which amount Contractor agrees to complete the

Services defined in this Contract. The Total Compensation Amount includes Contractor’s total

direct costs, indirect costs, and profit. No additional compensation will be paid without a

written amendment to this Contract.

B. INVOICING: Contractor shall invoice VTA on a monthly basis for partial payments

corresponding to the percentage of work actually completed by Contractor.

1. PROGRESS PAYMENTS: The percentage of the Services completed shall be documented in

a monthly progress report prepared by Contractor. Contractor shall also furnish such other

information, as may be requested by VTA, to substantiate the validity of an invoice. At its

sole discretion, VTA may decline to make full payment for any portion of the Services

until such time as Contractor has documented, to VTA’s satisfaction, that Contractor has

fully completed all of the portion of the Services billed for in the invoice. VTA’s payment

in full for any portion of the Services shall not constitute VTA’s final acceptance of any or

all of Contractor’s work.

2. INVOICE FORMAT: VTA shall pay Contractor on the basis of invoices submitted every

month for that portion of the Services performed during the preceding month. Invoices

shall be in a form acceptable to VTA and each invoice must include:

• Contract Number.

• Description of that portion of the Services performed.

• Percentage of Services completed.

• Total costs.

3. INVOICE SUBMITTAL: Contractor shall submit invoices by e-mail to the address listed

below. Invoices shall be in a PDF, Word, or Excel format.

Email: [email protected]

4. Should VTA contest any portion of an invoice, that portion shall be held for resolution, but

the uncontested balance shall be processed for payment. VTA may, at any time, conduct

an audit of any and all records kept by Contractor for the Services. Any overpayment

uncovered in such an audit may be charged against the Contractor’s future invoices and

any retention funds.

C. PROMPT PAYMENT: VTA will pay Contractor within thirty (30) days after receipt by VTA

of a proper, fully documented, invoice. Contractor shall pay subcontractors for satisfactory


of 51

performance of any of the Services performed by subcontractors within fifteen (15) days of

receipt of payment by VTA for such Services. Contractor agrees further to return retainage

payments to each subcontractor within fifteen (15) days after the subcontractor’s work is

satisfactorily completed.

of 51

EXHIBIT A3 RATE SCHEDULE

Effective Date MM/DD/20YY

Identify the named key personnel, firm name, classification and labor rate. Provide the

classification and labor rate for all your proposed staff.

Key Personnel:

Personnel

Name Classification

Direct

Labor

Rate

Home

Office

Overhead

Rate

Field

Office

Overhead

Rate

Profit

(%)

Home

Office

Fully

Burdened

Rate

Field

Office

Fully

Burdened

Rate

Unnamed Personnel:

Classification

Direct

Labor

Rate

Home

Office

Overhead

Rate

Field

Office

Overhead

Rate

Profit

(%)

Home Office

Fully

Burdened

Rate

Field Office

Fully

Burdened

Rate

of 51

EXHIBIT A4 INSURANCE REQUIREMENTS

INSURANCE: Without limiting the Contractor’s indemnification of VTA, the Contractor

must procure and maintain for the duration of the Contract insurance against claims for injuries

to persons or damages to property which may arise from or in connection with the performance

of the work hereunder by the Contractor, its agents, representatives, or employees, or

subcontractors. The cost of such insurance must be included in the Contract. The Contractor

must furnish complete copies of all insurance policies, within three (3) business days of any

such request by VTA.

A. LIABILITY AND WORKERS’ COMPENSATION INSURANCE

1. Minimum Scope of Coverage: Coverage must be at least as broad as:

a. Insurance Services Office General Liability coverage (“occurrence” form CG

0001). General Liability insurance written on a “claims made” basis is not

acceptable.

b. Insurance Services Office Business Auto Coverage, Insurance Services Office form

number CA 0001, covering Automobile Liability, code 1 “any auto.” Auto Liability

written on a “claims-made” basis is not acceptable.

c. Workers’ Compensation insurance as required by the Labor Code of the State of

California, and Employers Liability insurance.

d. Professional Liability, including limited contractual liability coverage, covering

liability arising out of any negligent act, error, mistake or omission in the

performance of Contractor’s services under this Contract. This coverage must be

maintained for a minimum of two (2) years following completion of this Contract.

This coverage may be written on a “claims made” basis, if so, please see special

provisions in Section B.

e. Cyber Liability (including network security coverage, and/or privacy liability

coverage, as applicable).

2. Minimum Limits of Insurance: Contractor must maintain limits no less than:

a. General Liability $2,000,000 limit per occurrence for bodily injury, personal injury,

and property damage. If a General Liability or other form with a general aggregate

limit is used, either the general aggregate limit must apply separately to this

project/location or the general aggregate limit must be twice the required

occurrence limit. This requirement may be satisfied by a combination of General

Liability with Excess or Umbrella, but in no event may the General Liability

of 51

primary policy limit per occurrence be less than $2,000,000, unless

Excess/Umbrella policies feature inception and expiration dates concurrent with the

underlying general liability policy, and “Follow Form” and “Drop Down”

provisions.

b. Automobile Liability (including umbrella/excess liability): $1,000,000 limit per

accident for bodily injury and property damage. This requirement may be satisfied

by a combination of Auto with Excess or Umbrella, but in no event may the

Automobile Liability primary policy limit per occurrence be less than $2,000,000.

Excess policies must feature inception and expiration dates concurrent with the

underlying auto liability policy, and a “Drop Down” provision.

c. Workers’ Compensation and Employers Liability: Statutory Workers’

Compensation limits and Employers Liability limits of $1,000,000 per statute.

d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per

claim.

e. Cyber Liability: $1,000,000 per occurrence.

3. Self-Insured Retention: The certificate must disclose the actual amount of any

deductibles or self-insured retentions. Any self-insured retention or deductible in

excess of $50,000 ($100,000 if Contractor is a publicly-traded company) must be

declared to and approved by VTA. If Contractor is a governmental authority such as a

state, municipality or special district, self-insurance is permitted. To apply for approval

for a level of retention in excess of the stipulated amounts stated herein, the Contractor

must provide a current financial statement documenting the ability to pay claims falling

within the self-insured retention. At the option of VTA, either: the insurer must reduce

or eliminate such self-insured retention as respects VTA, its officers, officials,

employees and volunteers; or the Contractor must procure a bond guaranteeing

payment of losses and related investigations, claim administration and defense

expenses.

B. CLAIMS MADE PROVISIONS (NOT APPLICABLE TO GENERAL LIABILITY OR AUTO

LIABILITY): Claims-made coverage is never acceptable for General Liability or Auto

Liability. Claims-made may be considered for Professional, Environmental/Pollution, or

Cyber Liability. If coverage is written on a claims-made basis, the Certificate of Insurance

must clearly state so. In addition to all other coverage requirements, such policy must

provide that:

1. The policy must be in effect as of the date of this Contract and the retroactive date must

be no later than the date of this Contract.

of 51

2. If any policy is not renewed or the retroactive date of such policy is to be changed, the

Contractor must obtain or cause to be obtained the broadest extended reporting period

coverage available in the commercial insurance market. This extended reporting

provision must be of at least two (2) years.

3. No prior acts exclusion to which coverage is subject that predates the date of this

Contract.

4. Policy allows for reporting of circumstances or incidents that might give rise to future

claims.

C. OTHER PROVISIONS: The policies are to contain, or be endorsed to contain, the following

provisions:

1. General Liability and Automobile Liability:

a. VTA, its officers, officials, employees and volunteers are to be named as additional

insureds as respects: liability arising out of activities performed by or on behalf of

the Contractor, including VTA’s general supervision of the Contractor; products

and completed operations of the Contractor and its subcontractors; premises owned,

occupied or used by the Contractor; or automobiles owned, leased, hired or

borrowed by the Contractor. The coverage must contain no special limitations on

the scope of protection afforded to VTA, its officers, officials, employees, or

volunteers. Additional Insured endorsements must provide coverage at least as

broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01.

b. The Contractor’s insurance coverage must be primary insurance as respects VTA,

its officers, officials, employees, and volunteers. Any insurance or self-insurance

maintained by VTA, its officers, officials, employees, or volunteers must be excess

of the Contractor’s insurance and may not contribute with it.

c. Any failure to comply with reporting provisions of the policies may not affect

coverage provided to VTA, its officers, officials, employees, or volunteers.

d. The Contractor’s insurance must apply separately to each insured against whom

claim is made or suit is brought, except with respect to the limits of the insurer’s

liability.

e. The General Liability General Aggregate limit must apply per project, not per

policy.

2. All Coverages: The insurer must agree to waive all rights of subrogation against VTA,

its officers, officials, employees, and volunteers for losses arising from work performed

by the Contractor and its subcontractors for VTA.

of 51

3. Other insurance provisions:

a. The Certificate must disclose the actual amounts of all deductibles or self-insured

retentions.

b. If any coverage forms or endorsements required by this Contract are updated by

their publishers, whether they be the insurance carrier(s), the Insurance Services

office, or the American Association of Insurance Services, during the duration of

this Contract, VTA reserves the right to require the Contractor to procure said

coverage forms or endorsements using the updated versions upon the next renewal

cycle.

D. ACCEPTABILITY OF INSURERS: Insurance and bonds must be placed with insurers with an

A.M. Best’s rating of no less than A VII (financial strength rating of no less than A and

financial size category of no less than VII), unless specific prior written approval has been

granted by VTA.

E. CERTIFICATES OF INSURANCE: Contractor must furnish VTA with a Certificate of

Insurance. The certificates for each insurance policy are to be signed by an authorized

representative of that insurer. The certificates will be issued on a standard ACORD Form.

The contractor must instruct their insurance broker/agent to submit all insurance

certificates and required notices electronically in PDF format to

[email protected].

The certificates will (1) identify the underwriters, the types of insurance, the insurance

limits, the deductibles, and the policy term, (2) include copies of all the actual policy

endorsements required above, and (3) in the “Certificate Holder” box include:


Procurement, Contracts and Materials Management

3331 North First Street

San Jose, CA 95134

Contract No. S19257

In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA Contract

number must appear, the list of policies scheduled as underlying on the Umbrella policy

must be listed, Certificate Holder should be named as additional insured, and Waiver of

Subrogation must be indicated as endorsed to all policies as stated in the Contract

Documents.

All certificates and endorsements are to be received and approved by VTA before work

commences. VTA reserves the rights to require complete, certified copies of all required

insurance policies, at any time.


of 51

If the Contractor receives any notice that any of the insurance policies required by this

Exhibit may be cancelled or coverage reduced for any reason whatsoever, Contractor or

insurer must immediately provide written notice to VTA that such insurance policy

required by this Exhibit is canceled or coverage is reduced.

F. MAINTENANCE OF INSURANCE: If Contractor fails to maintain such insurance as is called

for herein, VTA, at its option, may suspend payment for work performed and/or may order

the Contractor to suspend work at Contractor’s expense until a new policy of insurance is

in effect.

of 51

EXHIBIT A5 SMALL BUSINESS ENTERPRISE (SBE) REQUIREMENTS

A. MWBE POLICY:

1. It is the policy of VTA to ensure that Minority and Women Owned Business Enterprises

(MWBEs), as defined in the VTA MWBE Program, have an equitable opportunity to

participate in the performance of contracts and subcontracts financed with local funds. VTA

has an 18% MWBE aspirational goal.

2. Contractor will use all reasonable efforts to ensure that MWBE firms have an equitable

opportunity to compete for subcontracting work under this Contract.

B. SMALL BUSINESS ENTERPRISES:

1. It is VTA policy to ensure that Small Business Enterprise (SBE) firms, as defined in Federal

Regulations at 13 CFR Part 121 and 49 CFR Part 26, have an equitable opportunity to

participate in the performance of contracts and subcontracts.

2. In connection with its performance under this Contract, although there is no specified SBE

goal, Contractor agrees to cooperate with VTA in attempting to meet VTA’s overall 19%

annual utilization of SBE firms. In this regard Contractor will use all reasonable efforts to

ensure that SBE firms shall have an equitable opportunity to compete for subcontract work

under this Contract.

3. VTA will monitor compliance with Contract requirements for SBE firms. Electronic

submittal will be on a web-based online system (B2Gnow), accessed from any computer

via the internet at the following website: https://VTA.sbdbe.com. Contractor and its

subcontractors will receive an email providing a Log-On identification, password, and

instruction on how to use the system. All lower-tier subcontractors and vendors will be

required to provide or verify SBE utilization documentation.

4. Contractor will be required to submit quarterly SBE utilization reports electronically to the

VTA Office of Business Diversity Programs. These reports shall be submitted electronically

by the Contractor and will document when payments to subcontractors were made, the dollar

value of the payments to SBE firms, and the percentage of the Services completed.

C. At the conclusion of this Contract, Contractor shall submit a final SBE utilization report

electronically to the VTA Office of Business Diversity Programs at: [email protected]

by indicating a final audit where requested in the B2Gnow system. This final report will

document when payments to subcontractors were made, the dollar value of payments to SBE

firms, and the percentage of the Services completed.

https://vta.sbdbe.com/


SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT

Documents

Transcript of SAP ENTERPRISE ASSET MANAGEMENT ENHANCEMENT